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- Theta Gold (TGM) has lobbed an improved offer at Focus Minerals (FML) of 5 new TGM shares for every 2 Focus shares, a 40.4 per cent premium the closing price of Focus shares on February 11, 2022
- TGM has also extended the offer period for its takeover bid so that its offer will remain open for acceptance until 7:00 pm (AEDT) on March 2, 2022
- TGM certifies that this enhanced offer consideration is now the best and last offer and will not be raised until a competing proposal is received
- However, Focus’s majority shareholder Shandong Gold has reaffirmed its previously stated intention that it intends to reject the TGM offer in its current form
- Shares in Theta ended the day at 16 cents while Focus rounded off the day at 30 cents
Theta Gold (TGM) has lobbed an improved offer at Focus Minerals (FML), with the former advisings its shareholders to take no action as majority shareholder Shandong Gold announces its intention to reject the offer.
TGM has changed its off-market offer consideration from 2 new TGM shares for every 1 Focus share to 5 new TGM shares for every 2 Focus shares.
This equates to 2.5 new TGM shares for each Focus share. TGM certifies that this enhanced offer consideration is now the best and last offer and will not be raised until a competing proposal is received.
The increased TGM offer implies a value for each Focus share of $0.40, which is a 40.4 per cent premium to the closing price of Focus shares on February 11, 2022.
TGM has also extended the offer period for its takeover bid so that its offer will remain open for acceptance until 7:00 pm (AEDT) on March 2, 2022, unless further extended or withdrawn.
However, Shandong Gold has reaffirmed its previously stated intention that it intends to reject the TGM offer in its current form.
As a result, based on the existing structure of the TGM offer, Shandong Gold will continue to be the largest shareholder of Focus, with a stake of 63.18 per cent in Focus, and TGM will be unable to gain control of Focus.
The Focus board of directors recommends that Focus shareholders take no action in relation to the revised TGM offer, the fourth supplementary bidder’s statement or any other documents shareholders may receive from TGM.
In its recent bidder’s statement, TGM said despite the intention to reject by Shandong, Focus shareholders should accept its offer.
“However, whether or not Shandong Gold accepts (or states that it does not intend to accept), TGM encourages acceptance by all other Focus Shareholders as (amongst other things) a way of aggregating the minority voice in Focus and enhancing TGM’s ability to (potentially) share with Focus its opinions and considerable experience with regards to mining operations,” the company said.
Meanwhile, Theta has urged Focus shareholders to accept the offer “without delay”.
Focus Minerals currently operates exploration and development projects in two of Australia’s largest goldfields: the Laverton Gold Project and Coolgardie Gold Project.
The projects include a combined Mineral Resource of 50.1Mt at 2.4g/t for 3.8Moz of gold, with current underground and open pit developments, mills on care and maintenance key to both operations, and a mix of brownfields and greenfields exploration possibilities spread across a wide tenement holding.
Theta Gold Mines is a gold mining development company that holds a range of prospective gold assets in a world-renowned South African gold mining region.
Shares in Theta ended the day at 16 cents while Focus rounded off the day at 30 cents.
